Rolls Royce Phantom III - 3AZ168

Manufacturer:Rolls Royce
Model:Phantom III
Year of Manufacturer:1936
Chassis No.:3AZ168
Coachwork:Owen-Gurney Nutting
Body Style:Sedanca De Ville

Latest Update:

December 2014 -  currently back in our workshops for servicing, a few minor jobs plus engine and bodywork detailing

​May 2016 - 3AZ168 back with us for annual servicing along with tour preparation



It seems prudent to first provide a background to the launch of R-R’s most ambitious car and the subject of this article, the Phantom III in 1936.

The Silver Ghost was announced in 1906 to widespread acclaim, it was a marvellous car, it gave R-R a reputation for making the best car in the World and production continued until 1926, four-wheel brakes arriving only slightly earlier and with beaded edge tyres practically till the end. It really was overdue for replacement but the introduction of a new, large capacity model had been delayed by the need to design and develop the 20HP that appeared in 1922.

There were three pre-war Phantoms, the first was known as the New Phantom and was really just a Silver Ghost chassis with a more powerful overhead valve engine of 7668cc. It arrived with the new “balloon tyres” in well-based rims as we use now. Sadly the old chassis was too tall for then modern designs of coachwork, the steering (with the later tyres) was heavy and handling a little ponderous and, because the new bodies were heavier, it was marginally slower than its predecessor. The company realised this and quickly began work on its successor the Phantom II. Announced in ’29 this model had a lower and more modern chassis (much influenced by one in the 20) and a more powerful version of the P1 engine with a cross-flow cylinder head. It was available with two chassis lengths, the shorter was intended to improve R-R’s sporting credentials and so, after a few had been made and sold, the Continental appeared at the 1930 Motor Show. Its chassis number was 26EX, it was recently restored by Alpine Eagle and appeared at Althorpe for the 1997 RREC Annual Rally where it won a first in class. It was in the same striking Saxe blue and pale pearlescant blue as it had been sold in when new. In 1930 these paints were unheard of, cellulose had only justly appeared, so a process for producing imitation pearls by grinding up fish scales and mixing them into clear lacquer was adapted so that it could be sprayed over the base colour to give an impression of great depth.

The Phantom II was an excellent and extremely durable car and, in Continental form, perhaps the most desirable R-R of those made before the war, but it rapidly became out of date. It was not helped by the rather staid and unimaginative offerings of the UK coachbuilders either, the fact was that Paris and the US produced a much greater proportion of truly elegant cars.

Despite the Wall St. crash of ’29, the American auto industry was offering a wide variety of exceptionally good cars by the early thirties; quite a few could claim to be better and much less expensive than the Phantom II. Cadillac had a cooking V8, and luxury V12’s and V16’s, Packard straight eights and V12’s, Chrysler straight eights, Duesenberg a twin OHC four valves per cylinder straight eight with optional supercharger and so on. In Europe it was no easier for Rolls-Royce, Hispano Suiza had a magnificent 6.6L straight six and a 9.5L V12, Bugatti was making a 12.7L straight eight called the Royale that was only available to you if you were good enough. Allegedly a Chicago meat packer wasn’t and didn’t get one. Had Ettore relented it would have amounted to a 25% increase in overall sales! It is hard now to imagine the arrogance that surrounded the sale of these extraordinary cars. Horch and Maybach (allegedly more complex than a PIII) in Germany were working on V12s as well. By comparison Rolls-Royce was too expensive and rather out of date!

We should remember that first and foremost Rolls-Royce were aero engine makers predominantly supplying the Ministry of Defence. They had provided engines for the first plane to cross the Atlantic in 1920 and for the later Schneider trophy seaplanes to travel faster than any other, but by the mid thirties, car production was a mere six percent of turnover and it was losing them money. The Government was as inept at constraining costs or preventing delays to military contracts, as R-R was of understanding their importance to commercial car production. This was a period of austerity and it caused many luxury carmakers trouble by WWII but despite this precarious situation R-R began to develop a new model that would set new standards and that they hoped would return them to the forefront of automobile technology. Market research was not included in the experiment nor any consideration given of service requirements other than those the company could provide. In modern parlance the bean counters were on Planet Zog, the Government were paying the bill and they had a clear run ahead!

So it was that in 1936 Rolls-Royce introduced a truly remarkable car, one the like of which we shall never see again, the magnificent Phantom III.

Technical Description:

Unlike its predecessors the PIII had independent front suspension and this requires a completely different chassis as it has to have tremendous lateral stiffness that is achieved by cruciform bracing. A massive U channel X shape is inserted immediately behind the engine with its intersection points where the propshaft connects to the gearbox. Then across the front under the radiator there is another strong brace with the suspension on each end. In America, it would have been welded, and by another company at least riveted, but by R-R held it together with a mass of specially made ¼” BSF nuts and bolts! And this trend is carried through the whole chassis; it is wonderfully made to the highest possible standards and without any consideration for cost. The Independent suspension is licensed from GM but built to R-R standards with the coil springs and the shock absorbers encased in malleable iron castings and oil filled. Every linkage bellcrank, fastener or any part at all, appears to have been carved from some expensive solid material, finished to perfection and is just lying there waiting for some enthusiast to discover it decades later and restore it to its former glory!

The back axle, gearbox and rear suspension are conventional to the extent that anything R-R is, and the brakes the same as all R-Rs post 1925 in that they have a servo on the side of the gearbox. The PII is best described as a heavily built, conservatively designed and exquisitely finished. The PIII is a whole new experience and has to be seen to be believed; toolmakers and model engineers will be in seventh heaven whilst designers, production engineers and service personnel will need counselling! Financial people are advised against even looking!

The engine is even more remarkable and rather different from most of the time. Just like the Jack Phillips V8 used from the Cloud II onwards, the FB60 in the Vanden Plas 4L R and in much the same way as all aluminium engines are today, the block and crankcase are one piece with lipped cylinder liners, sealed by O-rings and pushed in from the top. In modern engines, the aluminium is plated or dry liners pressed in, so not quite the same but getting there.Unlike modern engines the big ends are “forked” which is complicated and expensive (and gave trouble at the time) but avoids having staggered cylinders, keeps the crankshaft as short as possible and thus helps to minimise torsional vibration. In the Phantom III one con rod (the forked one) is in two pieces and has four big end cap fixing bolts and a gap in its middle for the second rod with only two fixing bolts. The first holds a full width bearing shell and the centre rod runs on the outside of its housing. This lot has to be very accurately made and extremely carefully assembled if trouble is to be avoided.

The camshaft sits on the centre of the V and operates through conventional tappets, pushrods and rocker arms to the overhead valves. On modern engines the tappets (cam followers) are the hydraulic bit but this engine is different; R-R copied Cadillac’ V12 and V16’s in that the rockers pivot on eccentrics on the rocker shaft. These have levers on them that are lifted to remove tappet clearance by small hydraulic rams sitting in the heads under the rocker covers. They were a constant source of problems at the time because of the quality of oil then available so as one of many alterations made in a production run of 727 cars, they were made solid. The engine also suffered excessive camshaft wear and this is usually blamed on tappet problems, which may be an incorrect assumption as most camshafts of the time were wearing prematurely and manufacturers didn’t really resolve the problem until the early fifties when R-R introduced the last camshaft, with more suitable profiles, for this engine.

In the timing cover are gears for the dynamo and water pump, camshaft gears, and a large idler gear to drive two twelve cylinder distributors via 99’ of plug lead to 24 plugs! One of the distributor shafts extends downwards into the sump to drive the large gear type oil pump and on the front of the crankshaft is R-R’s controversial, maintenance intensive, torsional vibration damper. There is one dual downdraft Rolls-Royce Zenith carburettor and beautiful finned exhaust manifolds. Altogether it is a mixture of lustrous black stove enamel, matt finished cast aluminium, an array of dull nickel plated fasteners and sundry other bits that by any standards, constitute a work of art, a thing of beauty and a monumental challenge to anyone who decides to rebuild it.

The Body:

It is no secret that there had always been an uneasy alliance between coachbuilders and chassis makers. Pressed steel bodies were vastly more durable and far less expensive to produce and volume manufacturers were nearly all using them by the mid thirties. Coachbuilders were struggling to survive, were squeezed hard for low prices and they had been slow to adapt to the needs of cars rather than horses – their bodies were not durable, they creaked and rattled and it was not uncommon for doors to fly open on bumps and so on. The Carriage Trade had not helped by insisting on ever larger and more ungainly ones that ruined handling and sapped performance. As Leonard Setright rather unkindly observed: “The best of British? Barker coachwork on Rolls-Royce chassis was no worse, no more opulent or irrelevant, than that of the other famous coachbuilders. It revealed the British as a nation almost as immune as the Swiss to the real joys of motoring”

Rolls-Royce was determined to control the size; weight, quality and rigidity of those fitted to PIIIs and drew up complex and demanding specifications that coachbuilders were supposed to adhere to. They were moderately successful and some PIIIs were built with extremely elegant and well-proportioned bodies of which Nick Whitaker’s Gurney Nutting Sedanca de Ville chassis no 3AZ168 is one of the most elegant of all. It was the seventieth chassis to be built.

Nick is a marvellous ambassador for the classic car movement and a real enthusiast of the marque. He has co-authored the Complete Classics publication Rolls-Royce Phantom II & III and he runs a Park Ward Continental PII chassis no. 92MY that he had rebuilt by Alpine Eagle. It’s won various awards and is driven all over the country and across London at modern car speeds; he’s even been to Germany and Malaysia in it. 92MY was in a parlous state when found, it had been in a flood and required a total nut and bolt rebuild before it could become reliable transport and a true testament to the extraordinary skills of not only the restorers but to Rolls-Royce who built the car in the first place. I, like many club members have more lowly examples of the marque and I spend as much as I can to restore and conserve them knowing that they will outlive me and that I have a responsibility to subsequent owners not to leave the cars with insuperable problems or bodgery that may ultimately result in their being scrapped and my name being mud! The responsibility and the expense are far greater for owners like Nick of the most rare and exotic models. We owe them a great deal.

This is Nick’s third PIII, his first was awful and the second a low mileage Hi Vision Mulliner that he enjoyed immensely but decided to sell and look for a more elegant example. The Mulliner, although a magnificent car, was a little staid in appearance when compared with this Gurney Nutting (John Blatchley’s previous employer) who are regarded as amongst the most stylish of British coachbuilders.

In recent years restoration has become controversial, many arguing that preservation or conservation is more appropriate. They may have a point if cars aren’t going to be used or can be found in serviceable and original condition, most are not, they are worn out, falling apart or butchered like this one. If new owners are going to enjoy them as was intended rather than experience a series of “failures to proceed” rebuilding is the only option.

When a car is not used or is preserved in a controlled environment, it becomes just another inanimate lump of metal. It may look nice but it isn’t the same as hearing the lovely noises and smelling the beautiful smells that emanate from old machinery as it functions. Proper restorations by the finest craftsmen are joys to behold and give us a unique insight into a past that we should all appreciate and be proud of.

The Restoration of 3AZ168:

Restoration is an oft used and much abused term and, as applied to this car, this was certainly the case. Alpine Eagle has been restoring R-R & B for over forty-three years now and has consistently won the highest possible awards for its work. These include not only RREC Annual Rallies but at Pebble Beach, Louis Vuitton and many other similarly prestigious meetings as well. They take their work extremely seriously and can justifiably claim to be amongst a handful of restoration companies that are the World’s finest.

This particular car had been restored in the 1970’s and was rather butchered so it had to be completely stripped and built again! The exterior had been painted in three shades of revolting metallic brown. No panel was straight and no door fitted properly, the front had been badly trimmed in poor quality white leather and the rear seats and headlining in brown striped Dray Lon. The carpets were cheap, brown, rubber backed and vinyl bound and plywood had been fitted into the foot wells so that a single piece only was needed. Stalin gave senior party members more tastefully decorated apartments!

The body had to be removed and everything completely dismantled before building it back up slowly and methodically, having painted and plated everything that needed it, all drip plugs were re-newed as were shackle pins and bushes. The brakes, the rear suspension, the front suspension and steering were all appropriately overhauled. As luck would have it this was probably a low mileage car and much of the chassis was in good condition, just needing re-setting and lubricating as per the book had there been one. None was published! I wish we’d had pictures of it completed because it was a sight to behold.

The rear axle was sent to a leading specialist for overhaul and a higher ratio to be fitted. The gearbox proved quite sound with only a few bearings being replaced but the engine had been noisy and had to be completely rebuilt. Overheating is common and this results in failure of the “O” ring seals at the base of the liners. Therefore the liners have to be removed and the block meticulously cleaned of all sediment before work starts. In this instance the block surfaces and the liners all had to be machined to ensure the right “nip” when the heads were re-fitted. Liners and pistons were new as were valve guides, valves, tappets, camshaft etc. Luckily it had been previously rebuilt at Rolls-Royce in ’57 and had none of the usual signs of butchery. The Carburettor too, was in a bad way and required extremely expensive replacement parts. The crankshaft vibration damper was overhauled and fitted with the latest, preferred friction material.

The wiring was horrific, the car actually caught fire during the test run! Fuse holders were Bosch and the cabling modern and too thin. Everything is now as it left the factory.

The body, the trim and woodwork had suffered badly at the hands of the previous restorers too, so new doorframes had to be made as had parts of the main body. This necessitated the removal and replacement of much of the aluminium skin. Presumably as a result of R-R’s instructions on rigidity, the wood frame is double skinned, once with steel and then aluminium over the top. Despite this there was no evidence of electrolytic corrosion, presumably because felt had been used to keep the two metals apart. The wings have been extensively remade as has much of the rear of the body so that everything fits beautifully now with really tight door and boot gaps. The respray is stunningly good in Black and Damson and the interior has been re-veneered in mirrored Burr Walnut, the seats retrimmed in traditional brown Spinneybeck leather (the driver’s having been built for Nick as it would have been for the first owner) which is about three times the price of any other and the carpets are brown and good Wilton. The door handles and window winders are silver-plated and have been left original but all the dashboard instruments and controls have been rebuilt and re-plated. There were seven bodies made to this design and they were verging on flashy, however research shows that Herbert Smith had specified a more conservative interior, hence Alpine Eagle’s choice of brown seats and carpets together with fawn headlining. They have been unable to discover exactly what was originally chosen but various fittings and fixtures that appear on others in the series are absent from this one and there is some evidence to support this colour scheme. The car looks new and very nearly perfect, nothing like something made in a modern factory but very special; handmade and bespoke.


It is hard to convey how much, highly skilled work of many different disciplines is required to rebuild any Rolls-Royce properly, let alone a PIII. Alpine Eagle admit that this car has taken longer than any previous restoration; Typically a PII Continental or Derby Bentley is completed in approximately 10 months from arrival at the factory, but this PIII has consumed a further 8! Roy Partridge points out that each time they do a car they strive to raise their standards even further and that he feels this is their best work to date. He is extremely proud of his team of craftsmen and what they have achieved. He will now sit back nervously waiting to see if it wins awards when it appears at next year’s Rallies. It will but he’ll still worry!

A significant proportion of the 727 PIII’s sold were bought by Royalty and the Aristocracy as they were better off than footballers in those days! This particular car had a less distinguished start in that it went to Sir Herbert (Piggy) Smith a carpet magnate from Kidderminster who also bought a massive House called Witley Court from Lord Dudley. He made himself unpopular with locals by closing all the footpaths across the estate, hence the nickname Piggy. It would seem that in buying such a large pile which had the largest ornamental fountains in private ownership in Europe and one the most expensive cars made at the time, he had overreached himself and as a result had to reduce staff and so was not able to prevent the house being badly damaged by fire in 1936. The drive was in such a poor state that the Fire engine got stuck half way down it! The remains, including the fountains are now owned by English Heritage and open to the public. David Chaundy whose work on his Silver Cloud II appears on my website is a grandson of the Dudley family and was able to provide this information. See letter below.

Not much is known of its subsequent life other than that it was rebuilt by the factory in 1957 and has recently returned to the UK from Switzerland where it had been restored so badly.  One thing is for sure, it will not be cosseted but driven regularly and at good speed, Nick loves his cars and takes proper care of them. You won’t find him at the front of a lengthy queue anywhere!

A Letter from David Chaundy:

Dear Ashley

Having read your most interesting article on Alpine Eagle's rebuild of a Gurney Nutting Phantom III, I noticed with interest the 1st owner of the car was Sir Herbert Smith.

Herbert Smith known locally in the Kidderminster area as "Piggy Smith" is known to me. My Grandmother’s family were related to the Earl of Dudley in Victorian times. The Earl then owned a magnificent Palladian mansion called Witley Court. His family were Victorian multi-millionaires and industrialists. He owned several of the coalmines and iron and steel works that started the industrial revolution in England. They also owned engineering companies that amongst other things built railway engines.

The 1st Earl of Dudley after inheriting the massive Dudley fortune paid £890,000 for Whitley Court and its 10,000 acre deer park in 1833. He then employed Samuel Daukes an architect to re-model the house and stables. Joseph Paxton was commissioned to build an Orangery. William Nesfield was commissioned to design elaborate Italianate gardens. Huge 20 ton blocks of stone were imported from Italy to be sculpted into the statuary for the fountains, which remain today the largest sculpted monoliths in Europe. The costs of buying the property and the improvements to it, taking some 10 years was 1.5 Million pounds, at a time when most people earned les than £1 a week.

Witley court became a by word for luxury and extravagance. High Society was lavishly entertained there, including Edward VII. House parties of 500 people were commonplace. The house and estate were described at the time as a Palladian palace of staggering luxury. The house had over 100 principal rooms; the stables accommodated over 100 horses! It was just as well the family owned coalmines, with over 50 tons being burned each day. Hypocaust heating systems and open fires in all the rooms together with the demands of the fountain engine house, and tropical Orangery kept 2 men in full time work grading and washing coal!  The magnificent 100 foot high fountains used more water than an entire residential district. They were powered by a huge 120 HP James Watt beam pumping engine. The engine drew water from the lake in front of the house, and then forced it 1 mile up hill to a reservoir. The fall down hill through an elaborate cast iron pipe system delivered high-pressure water to the huge fountains and provided a high-pressure water supply to the house for use in the fire hydrants.

In the later 19th century foreign competition was eating into the Dudley fortune. With their lavish lifestyle continuing to burn money, it was no surprise by the end of the 1st world war Witley Court had been mortgaged four times! By 1920 the 2nd Earl could no longer afford to maintain the property with its 200 staff, villages, quarry and farms. The estate was broken up and sold in the autumn of that year.

The house and 800 acres of the estate were sold to Herbert "Piggy" Smith in a private agreement. Chairman of Carpet Trades, he had worked his way up from a carpet designer to become company chairman. Soon after buying Whitley Court he retired to devote his time to running the estate. He became very unpopular with the locals as soon as he moved in. He closed footpaths across the estate that had been used for generations and he even refused Lord Dudley permission to visit his old home.

"Piggy Smith" was by no means as wealthy as the Dudley's had been. He really couldn't afford to run the estate. Certainly he could not afford to maintain it in the pristine condition that the Dudley's left it in. He kept only a drastically reduced staff. As a consequence, maintenance slipped. The high-pressure water supply to the fountains and the house was allowed to fall into disuse.  In September 1937, during "Piggy's" absence a fire broke out in the sub terrain kitchens. The skeleton staff could not contain it, and it spread up the east tower. Extensive damage to the most magnificent rooms resulted.

With the 2nd world war looming no buyer could be found. Magnificent Witley Court was sold to demolition contractors who stripped the building. Today Witley court is a preserved as a magnificent ruin by English Heritage. The Poseidon fountain has recently been restored and is now in working order, powered by an electric pump.

Herbert Smith was born in 1872 and died in 1943

I hope the above information is of interest.

Best regards

David Chaundy

Suggested Additional Reading Material:

Complete Classics: R-R Phantom II & III

The Forgotten Engine by Stephe Boddice

April 2017 - 3-AZ-168 is still looking great after 10 years and several thousand miles of touring and showing; prep work was completed and she returned to her owner for an exciting tour around southern Europe with the 20 Ghost Club which was completed with ease!